Terms of Service

Effective September 24, 2026

These Terms of Service ("Terms") govern your access to and use of Provendry. Provendry includes the website at provendry.com, the Provendry mobile apps for iPhone and Android, the customer portal, and the emails and push notifications it sends (together, the "Service"). The Service is provided by Roxstar Labs, LLC, an Ohio limited liability company, 238 Garfield Ave. NW, Carrollton, Ohio 44615 ("Roxstar," "we," "us," "our").

By creating an account, accepting these Terms in the Service, or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you use the Service on behalf of an organization, you represent that you are authorized to bind it, and "you" includes that organization.

1. Who uses the Service

The Service is sold to feed mills and other businesses (each a "Mill"). A Mill may authorize its staff ("Staff") to use the Service. It may also invite its own customers, such as farms, ranches and dealers ("Customers"), to a customer portal.

Staff use the Service under the Mill's account. A Customer must accept these Terms the first time it signs in to a Mill's portal.

The Service is for business use only. You must be at least 18 years old and able to form a binding contract.

The Service is not currently offered to Mills located in the Province of Quebec.

2. Accounts

You must:

• provide accurate information;
• keep your credentials secure;
• use the Service only for lawful business purposes.

You are responsible for activity under your account. Tell us promptly at support@provendry.com if you suspect unauthorized access.

A Mill is responsible for:

• who it invites, including Customers;
• the roles and permissions it assigns;
• all actions taken through the accounts it authorizes.

3. Subscriptions and trials

New Mills start with a 7-day free trial. No payment method is required to begin. The trial runs from the day the Mill's account is created. Adding a payment method during the trial does not start billing early.

Paid subscriptions are billed monthly or annually in advance, as the Mill chooses, through our payment processor, Stripe. They renew automatically for the same period until cancelled. The Mill authorizes us to charge its payment method for all fees when due.

If no payment method is on file when the trial ends, or a renewal payment fails, the subscription does not continue and access is paused. The Mill's data is kept as described in Section 7, and access is restored when a valid payment method is added.

4. Pricing

The Service is priced per Mill. Location charges are:

• A Mill may have up to five locations. For six or more, contact us.
• Adding or removing a location adjusts the charge, prorated, on the next bill.
• The price does not vary with the number of users, formulas, orders, or any other measure of usage. Every feature is included.

Prices exclude applicable taxes, which the Mill will pay. We may change pricing on at least 30 days' notice, by email to the Mill's account owner or in the Service. A change applies from the Mill's next billing period after the notice period ends, never retroactively.

5. Optional services

We offer optional one-time services, such as data migration, payment setup and on-site training, at the prices shown on our site when ordered. Payment setup is provided at no charge to Mills in Canada.

• Fees for a service are due when it is ordered.
• They are non-refundable once the service has been performed.
• Travel expenses for on-site services are billed in addition to the day rates.

6. Cancellation, suspension and termination

Cancellation by a Mill. A Mill may cancel at any time from its billing settings. There is no contract term and no cancellation fee. Cancellation stops future renewals, and access continues through the end of the period already paid for. Fees already paid are non-refundable, except where required by law.

Suspension or termination by us. We may suspend or terminate access, in whole or in part, for:

• nonpayment;
• misuse;
• a security risk;
• suspected unlawful use;
• a material breach of these Terms.

Where practical, we will give notice first. We may act immediately to protect the Service, other users or us.

Ending the Service. We may stop offering the Service on at least 60 days' notice. If we do, we will refund any prepaid fees for the period after the Service ends.

7. Your data, export and deletion

Ownership. As between a Mill and us, the Mill owns the data it and its users enter or upload ("Mill Data"). Mill Data includes the Mill's Customers' information.

Mill responsibilities. The Mill grants us the rights needed to host, process, transmit and display Mill Data to provide the Service. The Mill is responsible for:

• the accuracy of Mill Data;
• having the right to put Mill Data in the Service;
• giving any notices and obtaining any consents its Staff and Customers are owed.

Export. A Mill's administrator can export Mill Data at any time while the account is active or paused.

Retention and deletion. After a subscription ends, we keep Mill Data for 12 months so the Mill can reactivate or export it. Before deleting it, we give 30 days' notice by email to the account owner. We then delete it from active systems, and from backups as they cycle, except for records we must keep by law. A Mill may ask us to delete its data sooner.

Records the Mill must keep. The Mill is solely responsible for exporting and keeping any records it is legally required to retain. These include medicated-feed, veterinary feed directive, current good manufacturing practice, traceability, tax and financial records.

Aggregated data. We may create and use aggregated or de-identified data derived from use of the Service to operate, secure, analyze and improve the Service. That data does not identify any Mill, Customer or individual.

8. Data processing

For personal information in Mill Data, we act as the Mill's service provider. We process it only to provide the Service, as directed by these Terms and by the Mill's use of the Service. We will:

• (a) keep it confidential, and limit access to personnel who need it to provide, support or secure the Service;
• (b) maintain reasonable administrative, technical and physical safeguards;
• (c) use only the sub-processors listed in our Privacy Policy, under written obligations that protect the information. We will update that list before adding a new sub-processor;
• (d) notify the Mill without undue delay after confirming a security breach affecting its personal information;
• (e) reasonably assist the Mill in responding to requests from individuals and regulators about that information;
• (f) delete it as described in Section 7.

9. Sample data in new accounts

New accounts are pre-loaded with fictional sample data so a Mill can see how the Service works. When a Mill chooses to go live, the sample data and anything entered or changed while trying it are permanently deleted. Do not enter records you intend to keep until you have gone live.

10. Customer portal

A Mill may invite its Customers to a portal. In the portal, a Customer can:

• see its own orders, invoices, statements and prices;
• place orders or order requests;
• pay invoices.

Orders are between the Mill and its Customer. An order placed through the portal is a request to the Mill, and the Mill decides whether to accept it. The terms of sale between a Mill and its Customer, such as price, delivery, product quality and returns, are between them alone. We are not a party to those sales and are not responsible for the Mill's products or performance.

What a Customer agrees to. A Customer accepts these Terms the first time it signs in to the portal. As a Customer, you agree to:

• use the portal only for your own dealings with the Mill that invited you;
• follow Section 14.

Your access depends on the Mill's account. It may end if the Mill removes you or the Mill's subscription ends.

11. Online payments

How payments work. A Mill may connect its own Stripe account so its Customers can pay invoices online by card or bank transfer. Payment details are entered directly with Stripe. Payments are made to the Mill's Stripe account, under the Mill's own agreement with Stripe.

What we do not do. We do not:

• receive payment instructions, or receive, hold or transfer funds;
• store card or bank account details;
• take part in the payment.

We currently charge no fee on these payments. We will give at least 30 days' notice before introducing one. Stripe's own processing fees apply to the Mill.

What the Mill authorizes. By connecting its Stripe account, the Mill authorizes us to:

• create payment requests for its invoices;
• read payment and payout information from Stripe;
• display that information in the Service.

The Mill's responsibilities. The Mill is responsible for:

• its Stripe account;
• refunds, disputes and chargebacks;
• the taxes on its sales;
• any surcharge or fee it chooses to charge its Customers. This includes complying with card-network rules, Stripe's terms (including any advance notice Stripe requires) and every applicable law, including state and provincial surcharge restrictions.

What we are not responsible for. We are not responsible for Stripe's services, including outages, holds, reserves, account suspensions or payout timing. A payment recorded in the Service reflects what Stripe reports, and is corrected if Stripe later reverses it.

12. Emails and notifications

The Service sends email and push notifications, such as:

• invitations and password resets;
• invoices, statements and payment receipts;
• order and delivery updates;
• account notices.

The Mill's responsibilities for messages it sends. A Mill is responsible for:

• the content of messages it sends through the Service to its Customers;
• having any consent the law requires, including under Canada's Anti-Spam Legislation;
• honouring unsubscribe requests.

Turning notifications off. Push notifications can be turned off in the app or in device settings.

Service messages. We send service messages about your account (for example, security and billing notices) as long as you have an account.

13. Mobile app

The Provendry app is provided under these Terms and, for apps obtained from Apple's App Store, Section 24.

14. Acceptable use

You will not:

• attempt to breach the Service's security or access another Mill's or Customer's data;
• copy, modify, reverse-engineer, decompile or create derivative works of the Service, except where the law does not allow this restriction;
• interfere with the Service's operation;
• use bots, scrapers or excessive automated requests without our consent;
• send unsolicited or unlawful messages through the Service;
• store or transmit unlawful, infringing or malicious content;
• resell or provide the Service to third parties, except to a Mill's own Staff and Customers;
• use the Service to build a competing product.

15. License and intellectual property

Your license. Subject to these Terms and payment of applicable fees, we grant each Mill a limited, non-exclusive, non-transferable, non-sublicensable right, during its subscription, to access and use the Service for its internal business purposes, and to allow its Staff and Customers to do so.

Our ownership. We and our licensors own the Service, including all software, content, designs and improvements, and all related intellectual property rights. No rights are granted except those stated in these Terms.

Your feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

16. AI features

The Service includes optional AI-assisted features, such as:

• reading supplier spec sheets and delivery tickets;
• answering questions from our help articles;
• comparing formula versions.

AI output may contain errors. It is provided to assist, not replace, your judgment. Review it before relying on it.

17. Your responsibility and compliance

Provendry helps manage a feed operation. It does not run the operation. It is not the Mill's nutritionist, veterinarian, regulatory advisor, accountant or legal counsel.

The Mill remains solely responsible for:

• its formulas, labels and feeding directions;
• medicated-feed and other regulatory compliance;
• ingredient suitability and production decisions;
• pricing, invoices and taxes;
• the accuracy of its records;
• its business outcomes.

Software-generated formulas, labels, compliance checks, traceability reports, invoices and similar output are aids to the Mill's own review, and must be reviewed before use. The Service does not guarantee:

• regulatory compliance;
• label sufficiency;
• formulation correctness;
• tax correctness;
• production results.

Output depends on your data. The Service calculates from the data and settings you and your users enter. These include ingredient analyses and nutrient values, units and conversions, inclusion limits, drug and medication levels, prices, and label and tax settings. You are responsible for entering and maintaining that data correctly. You must verify it against supplier specifications, laboratory results and applicable regulations.

We are not responsible for errors, losses or claims resulting from any of the following:

• inaccurate, incomplete or mis-entered data;
• incorrect setup or configuration;
• your failure to review output before use.

Before any feed is manufactured, labeled, sold or fed, a qualified person should review its formulas and labels. This applies especially to medicated feed.

18. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW. THIS INCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DATA WILL NOT BE LOST, OR THAT EMAILS AND NOTIFICATIONS WILL BE DELIVERED.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ROXSTAR NOR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES WILL BE LIABLE FOR ANY OF THE FOLLOWING, EVEN IF ADVISED OF THEIR POSSIBILITY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES;
• LOST PROFITS, REVENUE, GOODWILL OR DATA;
• THE COST OF SUBSTITUTE SERVICES.
• ANIMAL ILLNESS, INJURY OR DEATH, PRODUCT LOSS OR RECALLS, OR REGULATORY FINES OR PENALTIES, TO THE EXTENT ARISING FROM FEED MADE, LABELED, SOLD OR FED USING THE SERVICE.

THEIR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

• (A) THE AMOUNTS THE MILL PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
• (B) ONE HUNDRED U.S. DOLLARS (US$100).

THESE LIMITS APPLY TO ALL THEORIES OF LIABILITY, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

20. Indemnity

A Mill will defend, indemnify and hold harmless Roxstar and its members, managers, officers, employees and agents from and against third-party claims, and the resulting losses, damages, fines, penalties, costs and reasonable attorneys' fees, arising from any of the following:

• (a) the Mill's products, formulas, labels and feeding directions;
• (b) its dealings with its Customers, including sales, payments, refunds, disputes and surcharges;
• (c) Mill Data and the messages it sends through the Service;
• (d) its breach of these Terms or of any law.

A Customer will do the same for claims arising from its breach of these Terms.

21. Changes to the Service or these Terms

We may modify or discontinue features of the Service. We may update these Terms.

Notice of material changes. We will give at least 30 days' notice of material changes, by email to the Mill's account owner or in the Service. The only exception is a change required sooner by law or for security.

When changes take effect. Changes take effect on the date stated. If you do not agree, you may cancel before then. Continued use after that date means you accept the change.

22. Governing law and venue

These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms or the Service will be resolved exclusively in either:

• the state courts located in Carroll County, Ohio; or
• the United States District Court for the Northern District of Ohio.

Each party consents to the personal jurisdiction of those courts.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL.

Any claim must be brought within one year after it arises, except claims for unpaid fees.

23. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service. They replace any prior agreement on the subject.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of all or substantially all of the assets of Roxstar or of the Service.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control. This does not apply to obligations to pay fees.
• Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest of these Terms remain in effect.
• No waiver. Failing to enforce a provision is not a waiver of it.
• Notices. We send notices to you by email to the account owner or in the Service. You send notices to us at support@provendry.com and at the address in the introduction.
• Survival. Sections 7, 8, 11 and 14 through 24 survive the end of these Terms.
• Export and sanctions. You will comply with United States export-control and sanctions laws in using the Service.
• Relationship. The parties are independent contractors.
• Language. The parties have required that these Terms and all related documents be drawn up in English.

24. Apple App Store terms

If you obtained the Provendry app from Apple's App Store, the following also applies:

• (a) Acknowledgement. These Terms are between you and Roxstar only, not Apple. Roxstar, not Apple, is solely responsible for the app and its content.
• (b) Scope of license. Your license to the app is a non-transferable license to use it on Apple-branded products that you own or control, as permitted by the Usage Rules in the App Store Terms of Service. The app may also be accessed and used by other accounts associated with you through Family Sharing or volume purchasing, as those rules allow.
• (c) Maintenance and support. Roxstar is solely responsible for providing maintenance and support for the app, as described in these Terms or as required by law. Apple has no obligation to provide any maintenance or support services for the app.
• (d) Warranty. Roxstar is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the app to you. To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app. Any other claims, losses, liabilities, damages, costs or expenses attributable to a failure to conform to a warranty are Roxstar's sole responsibility, to the extent not disclaimed in these Terms.
• (e) Product claims. Roxstar, not Apple, is responsible for addressing any claims by you or a third party relating to the app or your possession or use of it. These include:
  • (i) product liability claims;
  • (ii) claims that the app fails to conform to any applicable legal or regulatory requirement;
  • (iii) claims arising under consumer protection, privacy or similar legislation.
• (f) Intellectual property. If a third party claims that the app, or your possession and use of it, infringes that party's intellectual property rights, Roxstar, not Apple, is solely responsible for the investigation, defence, settlement and discharge of that claim.
• (g) Legal compliance. You represent and warrant that:
  • (i) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a "terrorist supporting" country;
  • (ii) you are not listed on any United States Government list of prohibited or restricted parties.
• (h) Developer name and address. Questions, complaints or claims about the app should be directed to Roxstar Labs, LLC, 238 Garfield Ave. NW, Carrollton, Ohio 44615, support@provendry.com.
• (i) Third-party terms. You must comply with applicable third-party terms of agreement when using the app, such as your wireless data service agreement.
• (j) Third-party beneficiary. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms. On your acceptance of these Terms, Apple will have the right, and will be deemed to have accepted the right, to enforce these Terms against you as a third-party beneficiary.

25. Contact

Roxstar Labs, LLC, 238 Garfield Ave. NW, Carrollton, Ohio 44615 · support@provendry.com